Industrial Investment Trust Limited (IITL), was incorporated
in the year 1933 as an investment trust company. IITL sought to provide its shareholders
an expert advice on investment portfolio. Original subscribers to the paid up capital
included prominent members of the financial community in India and England, including
Insurance Companies such as Prudential, United and Oriental and some of the most
princely families in India. IITL is listed on Bombay Stock Exchange Limited (BSE)
and The National Stock Exchange of India Limited (NSE).

IITL obtained Certificate of Registration from Reserve Bank of India in the year
2000 to carry on as a Non Banking Financial Company (NBFC) without accepting Public
Deposits. The main objectives of the holding company are to carry on the business
as an Investment Company and to invest in shares, stock, debentures and bonds. The
Company also undertakes activities such as Private Equity and Margin Funding and
holds prime properties. The Company has been consistently paying dividend to the
shareholders over the years and also made Bonus Issue three times.

SUBSIDIARIES:

IITL PROJECTS LIMITED (IITLPL) , a BSE listed Company was acquired
by IITL in the year 2008. IITLPL is engaged in Real Estate business, construction
of residential complexes in the National Capital Region ((NCR). It has acquired
plots of land on long term lease, under Builders Residential Scheme (BRS) of the
Greater Noida Industrial Development Authority (GNIDA), New Okhala Industrial Development
Authority (NOIDA) and Yamuna Expressway Authority (YEA).

Apart from constructing its own project, IITLPL has also undertaken project through
Special Purpose Vehicle (SPV) and private limited company. The total lease hold
area allotted to the Company alongwith SPVâ€™s is around 2,65,000 sq. meters.

IIT Insurance Broking and Risk Management Private Limited (IBRMPL),
the wholly owned subsidiary of IITL, has secured regulatory License for carrying
on Direct Insurance Broking for life and non life segment. IBRMPL seeks to provide
the best insurance solutions for both life and general at a competitive cost with
the focus on insurance needs of the clients.

IIT Investrust Limited is a wholly-owned subsidiary of IITL.
It provides a wide range of financial services including Equity Trading in BSE &
NSE, depositary services, business consultancy, investment advisory, Mutual Fund
Distribution and allied services. Soon it is planning to introduce trading on international
bourses, Fundamental, Technical and Quantitative research report on domestic and
international companies, online trading and investment services.

IITL Corporate Insurance Services Private Limited
In January 2014, the Company incorporated a wholly owned subsidiary namely IITL
Corporate Insurance Services Private Limited (IITLCISPL) to undertake the business
of Insurance (Life) as a Corporate Agent with Future Generali India Life Insurance
Company Limited subject to the approval of Insurance Regulatory and Development
Authority.

IITL Marketing Management Private Limited (formerly known as IIT Media and
Entertainment Private Limited).Pursuant to the application filed
by the Company under â€˜Fast Track Exit, 2011â€™ for striking of its name from the
Register of Companies under Section 560 of the Companies Act, 1956, the Companyâ€™s
name has been struck off from the Register of Companies w.e.f. October 25, 2016
and the said Company stands dissolved.

ASSOCIATES:

World Resorts Limited (WRL), IITL has acquired 25% stake in
equity of an unlisted public company, World Resorts Limited, which is into the business
of hospitality and owns and operates a five star hotel by the name â€œGolden Palms
Hotel & Spaâ€ at Tumkur Road, Bangalore. It also manages and operates hotels under
the brand â€œGolden Palmsâ€.
Website :www.goldenpalmshotel.com

JOINT VENTURE:

Future Generali India Life Insurance Company Limited (â€œFGILICLâ€)IITL
has acquired 22.50% stake in the equity of FGILICL which is into the business of
Life Insurance. The other major shareholders are Participatie Maatschappij Graafschap
Holland NV and Future Group.

Dr. B Samal, aged 76 years, is the Executive
Chairman of the Company. He has a Ph D in Economics and is also a Gold Medalist
in M.Sc (Agricultural Economics). He is a Post Graduate Diploma holder in Bank Management.
He has served as the Chairman & Managing Director of Allahabad Bank and as the Chairman
& Managing Director of Industrial Investment Bank of India. He has also been a member
of the Securities Appellate Tribunal (SAT).

Mr. Bipin Agarwal, aged 53 years, a qualified
Company Secretary, is a first generation entrepreneur with extraordinary business
acumen and entrepreneurial spirit who has excelled in building, fostering and leading
a number of organizations in India. Under his stewardship, the group has been managing
wide-ranging advisory, consulting and syndication services for the corporate. Mr.
Bipin Agarwal, Promoter Director of IITL Group, has an illustrious career spanning
over 24 years in business including finance and management expressly portfolio management
and administration. He has an abounding experience in fund raising both equity and
debt. He has expertise in financial & corporate structuring, mergers & acquisitions.

Mr. Venkatesan Narayanan, aged 63 years, has
over 25 years of experience in senior management having worked with leading consulting
companies and has experience spread over venture management / TEFS / Commercial
due diligence and also in facilitating financial closure in respect of infrastructure
projects, including interacting with funding institutions and banks. He has consulting
expertise in the infrastructure arena, having been associated with several projects
covering roads and bridges, power, tourism and urban infrastructure. He is presently
a free-lance consultant and is advising a few Corporate.

Mr. Deb Kumar Banerjee, aged 58 years, is a
nominee of LIC of India. He is a Civil Engineer and is an Executive Director (Engineering)
in LIC of India.â€™

Ms. Sujata Chattopadhyay, Fellow member of the
Institute of Cost Accountants of India and the Institute of Company Secretaries
of India, Sujata Chattopadhyay is a registered Insolvency Professional with over
29 years post qualification experience. Starting her career as a Cost Accountant,
she has worked across various industries and geographies. Presently in full time
practice as a Company Secretary, Sujata was a whole time director with Choice Capital
Advisors Private Limited, a Merchant Banking company. She is an independent director
at Polygenta Technologies Limited, Arysta LifeScience India Limited, Steel Exchange
India Limited and Vakrangee Limited.

Mr. Milind S. Desai, aged 57 years, is a Chartered
Accountant. He has graduated in Commerce and also in General Indian Laws and holds
B.Com and LL. B. (Gen.) degrees from the University of Bombay. He has more than
3 decades of varied experience in the fields of Merchant Banking, Finance & Accounts,
Taxation, Corporate Re-structuring, etc.

The Code is a guide to professional conduct for independent directors. Adherence
to these standards by independent directors and fulfillment of their responsibilities
in a professional and faithful manner will promote confidence of the investment
community, particularly minority shareholders, regulators and companies in the institution
of independent directors.

I. Guidelines of professional conduct:

An independent director shall:

1) uphold ethical standards of integrity and probity;
2) act objectively and constructively while exercising his duties;
3) exercise his responsibilities in a bona fide manner in the interest of the
company;
4) devote sufficient time and attention to his professional obligations for
informed and balanced decision making;
5) not allow any extraneous considerations that will vitiate his exercise of
objective independent judgment in the paramount interest of the company as a whole,
while concurring in or dissenting from the collective judgment of the Board in its
decision making;
6) not abuse his position to the detriment of the company or its shareholders
or for the purpose of gaining direct or indirect personal advantage or advantage
for any associated person;
7) refrain from any action that would lead to loss of his independence:
8) where circumstances arise which make an independent director lose his independence;
the independent director must immediately inform the Board accordingly;
9) assist the company in implementing the best corporate governance practices.

II. Role and functions:

The independent directors shall:

1) Help in bringing an independent judgment to bear on the Boardâ€™s deliberations
especially on issues of strategy, performance, risk management, resources, key appointments
and standards of conduct;
2) Bring an objective view in the evaluation of the performance of board and
management;
3) Scrutinize the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance;
4) Satisfy themselves on the integrity of financial information and that financial
controls and the systems of risk management are robust and defensible;
5) Safeguard the interests of all stakeholders, particularly the minority shareholders;
6) Balance the conflicting interest of the stakeholders;
7) Determine appropriate levels of remuneration of executive directors, key
managerial personnel and senior management and have a prime role in appointing and
where necessary recommend removal of executive directors, key managerial personnel
and senior management;
8) Moderate and arbitrate in the interest of the company as a whole, in situations
of conflict between management and shareholderâ€™s interest.

III. Duties:

The independent directors shall:

1) Undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;
2) Seek appropriate clarification or amplification of information and, where
necessary, take and follow appropriate professional advice and opinion of outside
experts at the expense of the company;
3) Strive to attend all meetings of the Board of Directors and of the Board
committees of which he is a member;
4) Participate constructively and actively in the committees of the Board in
which they are chairpersons or members;
5) Strive to attend the general meetings of the company;
6) Where they have concerns about the running of the company or a proposed
action, ensure that these are addressed by the Board and, to the extent that they
are not resolved, insist that their concerns are recorded in the minutes of the
Board meeting;
7) Keep themselves well informed about the company and the external environment
in which it operates;
8) Not to unfairly obstruct the functioning of an otherwise proper Board or
committee of the Board.
9) Pay sufficient attention and ensure that adequate deliberations are held
before approving related party transactions and assure themselves that the same
are in the interest of the company;
10) Ascertain and ensure that the company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such mechanism are
not prejudicially affected on account of such use;
11) Report concerns about unethical behavior, actual or suspected fraud or
violation of the companyâ€™s code of conduct or ethics policy;
12) Acting within his authority, assist in protecting the legitimate interests
of the company, shareholders and its employees;
13) Not disclose confidential information including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information,
unless such disclosure is expressly approved by the Board or required by law.

IV. Manner of appointment:

1) Appointment process of independent directors shall be independent of the
company management; while selecting independent directors the Board shall ensure
that there is appropriate balance of skills, experience and knowledge in the Board
so as to enable the Board to discharge its functions and duties effectively.
2) The appointment of independent director(s) of the company shall be approved
at the meeting of the shareholders
3) The explanatory statement attached to the notice of the meeting for approving
the appointment of independent director shall include a statement that in the opinion
of the Board, the independent director proposed to be appointed fulfills the conditions
specified in the Act and the rules made thereunder and that the proposed director
is independent of the management.
4) The appointment of independent directors shall be formalized through a letter
of appointment, which shall set out:
a) The term of appointment;
b) The expectation of the Board from the appointed director; the
Board-level committee(s) in which the director
is expected to serve and its tasks;
c) The fiduciary duties that come with such an appointment along
with accompanying liabilities;
d) Provision for Directors and Officers (D and O) insurance, if
any;
e) The Code of Business Ethics that the company expects its directors
and employees to follow;
f) The list of actions that a director should not do while functioning
as such in the company; and
g) The remuneration, mentioning periodic fees, reimbursement of
expenses for participation in the Boardâ€™s and other meetings and profitrelated commission, if any.
5) The terms and conditions of appointment of independent directors shall be
open for inspection at the registered office of the company by any member during
normal business hours
6) The terms and conditions of appointment of independent directors shall also
be posted on the companyâ€™s website.

V. Reappointment

The re-appointment of independent director shall be on the basis of report of performance
evaluation.

VI. Resignation or removal:

1) The resignation or removal of an independent director shall be in the same
manner as is provided in sections 168 and 169 of the Act.
2) An independent director who resigns or is removed from the Board of the
company shall be replaced by a new independent director within a period of not more
than one hundred and eighty days from the date of such resignation or removal, as
the case may be.
3) Where the company fulfills the requirement of independent directors in its
Board even without filling the vacancy created by such resignation or removal, as
the case may be, the requirement of replacement by a new independent director shall
not apply.

VII. Separate meetings:

1)&nbsp The independent directors of the company shall hold at least one meeting
in a year, without the attendance of non-independent directors and members of management;
2)&nbsp All the independent directors of the company shall strive to be present
at such meeting;
3)&nbsp The meeting shall:
a)&nbsp review the performance of non-independent directors and the
Board as a whole;
b)&nbsp review the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive directors;
c)&nbsp assess the quality, quantity and timeless of flow of information
between the company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

VIII. Evaluation mechanism:

1) The performance evaluation of independent directors shall be done by the entire
Board of Directors, excluding the director being evaluated.
2) On the basis of the report of performance evaluation, it shall be determined
whether to extend or continue the term of appointment of the independent director.

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

Corporate Social Responsibility Policy

Vigil Mechanism / Whistle Blower Policy

Related Party Transaction Policy

Policy for Determining Material Subsidiaries

Familiarization Program for Independent Directors

Policy for determination of materiality of any event/information

Policy For Preservation Of Documents â€“ Archival Policy

Nomination & Remuneration Policy

Fit and Proper Criteria Policy

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

Pursuant to declarations received under Section 149(6) of Companies Act, 2013 and
based on the recommendation of Nomination and Remuneration Committee, the Board
and the Shareholders have approved the appointment of following Directors as Independent
Directors.

The terms and conditions of appointment of the following Independent Directors are
subject to the extant provisions of the (i) applicable laws, including the Companies
Act, 2013 (â€˜2013 Actâ€™) and Clause 49 of the Listing Agreement (as amended from
time to time) and (ii) Articles of Association of the Company

Sl. No.

Name of Independent Director

With effect from

To

1

Mr. Venkatesan Narayanan

August 30, 2014

Till conclusion of 86th AGM to be held in the year 2019.

2

Ms. Sujata Chattopadhyay

September 21, 2018

Till conclusion of 90th AGM to be held in the year 2023.

The broad terms and conditions of their appointments as Independent Directors of
the Company are reproduced hereunder:

1. Appointment

The appointment will be for the period mentioned against their respective names
(â€œTermâ€). The Company may disengage Independent Directors prior to completion
of the Term subject to compliance of relevant provisions of the 2013 Act.

As Independent Directors, they will not be liable to retire by rotation.

Reappointment at the end of the Term shall be based on the recommendation of the
Nomination and Remuneration Committee and subject to the approval of the Board and
the shareholders. The reappointment would be considered by the Board based on the
outcome of the performance evaluation process and the directors continuing to meet
the independence criteria.

The directors may be requested to be a member / Chairman of any one or more Committees
of the Board which may be constituted from time to time.

2. Role and Duties

The role and duties will be those normally required of a Non-Executive Independent
Director under the Companies Act, 2013 and the listing agreement. There are certain
duties prescribed for all Directors, both Executive and Non-Executive, which are
fiduciary in nature and are as under:

I. They shall act in accordance with the Companyâ€™s Articles of Association.

II. They shall act in good faith in order to promote the objects of the Company
for the benefit of its members as a whole, and in the best interest of the Company.

III. They shall discharge their duties with due and reasonable care, skill and diligence.

IV. They shall not involve themselves in a situation in which they may have a direct
or indirect interest that conflicts, or possibly may conflict, with the interest
of the Company.

V. They shall not achieve or attempt to achieve any undue gain or advantage either
to themselves or to their relatives, partners or associates.

VI. They shall not assign their office as Director and any assignments so made shall
be void.

In addition to the above requirements applicable to all Directors, Non-Executive
Director:

i) Should constructively challenge and help developproposals on strategy;

ii) Should scrutinise the performance ofmanagement in meeting agreed goals and objectives;

iii) Should satisfy themselves on the integrity of financialinformation and that
financial controls and systems of risk management are robust and defensible;

iv) Are responsible for determining appropriate levelsof remuneration of Executive
Directors and have a prime role in appointing, and where necessary, removing Executive
Directors and in succession planning;

v) Should take responsibility for the processes for accurately reporting on performance
and the financial position of Industrial Investment Trust Limited; and

vi) Should keep governance and compliance withthe applicable legislation and regulations
under review and the conformity of Industrial Investment Trust Limited practices
to accepted norms.

3. Status of Appointment

3.1 They will not be an employee of the Company. They will be paid such remuneration
by way of sitting fees for meetings of the Board and its Committees as may be decided
by the Board and approved by the Shareholders from time to time. Further, they may
be paid remuneration by way of commission as may be approved by the Board and the
Shareholders from time to time.

4. Reimbursement of Expenses

In addition to the remuneration described in paragraph 5 the Company may, for the
period of appointment of Independent Directors, reimburse them for travel, hotel
and other incidental expenses incurred by them in the performance of their role
and duties.

5. Conflict of Interest

5.1 It is accepted and acknowledged that they may have business interests other
than those of the Company. As a condition to their appointment commencing, they
are required to declare any such directorships, appointments and interests to the
Board in writing in the prescribed form at the time of their appointment.

5.2 In the event that their circumstances seem likely to change and might give rise
to a conflict of interest or, when applicable, circumstances that might lead the
Board to revise its judgment that they are independent, this should be disclosed
to the Chairman of the Company.

6. Confidentiality

All information acquired during their appointment is confidential to Industrial
Investment Trust Limited and should not be released, either during their appointment
or following termination (by whatever means) to third parties without prior clearance
from the Chairman unless required by law or by the rules of any stock exchange or
regulatory body.

Their attention is also drawn to the requirements under the applicable regulations
and the Industrial Investment Trust Limitedâ€™s Code of Insider Trading which concern
the disclosure of price sensitive information and dealing in the securities of Industrial
Investment Trust Limited. Consequently they should avoid making any statements or
performing any transactions that might risk a breach of these requirements without
prior clearance from the Chairman.

7. Evaluation

The Company will follow the following Evaluation mechanism:

7.1 Based on the evaluation and recommendation by the Nomination and Remuneration
Committee, the Company will carry out an evaluation of the performance of the Board
as a whole, Board Committees and Directors on an annual basis.

7.2 On the basis of the report of performance evaluation, it shall be determinedwhether
to extend or continue the term of appointment as anIndependent Director.

8. Insurance

Industrial Investment Trust Limited has Directorsâ€™ and Officersâ€™ liability insurance
and it is intended that Industrial Investment Trust Limited will assume and maintain
such cover for the full term of their appointment.

9. Independent Professional Advice

There may be occasions when they consider that they need professional advice in
furtherance of their duties as a Director and it will be appropriate for them to
consult independent advisers at the Companyâ€™s expense. The Company will reimburse
the full cost of expenditure incurred in accordance with the Companyâ€™s policy.

10. Disclosure of Interest

The Company must include in its Annual Accounts a note of any material interest
that a Director may have in any transaction or arrangement that the Company has
entered into. Such interest should be disclosed no later than when the transaction
or arrangement comes up at a Board meeting so that the minutes may record their
interest appropriately and our records are updated. A general notice that they are
interested in any contracts with a particular person, firm or company is acceptable.

11. Code for Independent Directors, Code of Conduct for Directors and Code of Conduct
for Prevention of Insider Trading

They are required to abide by theCode for Independent Directors, Code of Conduct
for Directors and Code of Conduct for Prevention of Insider Trading, as issued by
the Company.

12. Termination

a. They may resign from their position at any time and should they wish to do so,
they are requested to serve a reasonable written notice on the Board.

b. Continuation of their appointment is contingent on their getting re-elected by
the shareholders in accordance with provisions of Companies Act, 2013 and the Articles
of Association of the Company, from time to time in force. They will not be entitled
to compensation if the shareholders do not re-elect them at any time.

Composition of various committees of Board of Directors

DETAILS OF FAMILIRIZATION PROGRAMMES IMPARTEDTO INDEPENDENT DIRECTORS

In compliance with clause 49(II)(B)(7) of the Listing Agreement and Regulation 25(7)
of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.The
Independent Directors are familiarized by the Company on the following matters:

a) Nature of Industry in which the Company operates

b) Business model of the Company

c) Roles, Rights, Responsibilities of Independent Directors and

d) Other relevant information

The Independent Directors who are newly appointed are given a brief profile of the
Company which provides the details of the Industry in which the Company operates
business of the Company and its Associates and Joint Ventures. They are also provided
a copy of Annual Reports, presentations, recent press releases, Memorandum and Articles
of Association.

The Company believes that the Board Members should be continuously made aware of
the latest development in the Company’s business and the external environment affecting
the Company and the Industry as whole.

After the conclusion of every Board Meeting every quarter,the Company through its
Chairman/Key Managerial Personnel conducts programmes/presentations to familiarize
the Independent Directors with strategy operations, functions of the Company, the
policies, changes in Regulatory environment in which the operates. Besides that
the Independent Directors are also apprised of working capital management, fund
flows, Compliance of tax and other laws.

The programmes/power point presentation enables the Independent Directors to understand
the Company’s strategy, business model, markets, organization structure, risk management
and such other areas from time to time

A detailed appointment letter incorporating the roles, duties and responsibilities,
remuneration and performance evaluation process is issued for acceptance of Independent
Directors.

The Independent Directors were informed on their roles, rights and responsibilities
in context with the new Companies Act, 2013, SEBI Guidelines on Corporate Governance
and the SEBI ( Listing Obligations and Disclosure Requirements ), Regulations, 2015.

A special meeting of Independent Directors is also held to discuss issues of immediate
requirements.

Date of programme

Details of programme

August 08, 2017

Familiarization programme was held for the Director on the following:
1) Goods and Service Tax (GST) and its applicability on NBFC.
2) Master Direction of Reserve Bank of India dated June 08, 2017 on Information
Technology Framework for the NBFC Sector

May 29, 2018

Familiarization programme was held for the Director on the following:
1) Notification dated May 09, 2018 issued by Securities and Exchange Board of India
on SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018
2) SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018 w.r.t. implementation
of certain recommendations of the Committee on Corporate Governance under the Chairmanship
of Shri UdayKotak
3) Companies (Appointment and Qualification of Directors) Second Amendment Rules,
2018 dated May 07, 2018 issued by MCA with regard to amendment in Rule 5 on Qualifications
of Independent Director

February 12, 2019

Familiarization programme was held for the Director on the following:
1) Notification dated November 16, 2018 issued by Securities and Exchange Board
of India on SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018
2) Circular dated December 07, 2018 issued by SEBI for Disclosure of significant
beneficial ownership in the shareholding pattern
3) Notification dated December 31, 2018 issued by Securities and Exchange Board
of India on SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018
4) Notification dated January 12, 2019 on the Companies (Amendment) Ordinance 2019
issued by Ministry of Law and Justice

Attendance of Independent Directors in the Programmes

Name of Independent Directors

No. of programmes attended

No. of hours spent in the programmes attended

F.Y. 2017-18

F.Y. 2018-19

On cumulative basis till date

F.Y. 2017-18

F.Y.2018-19

On cumulative basis till date

Mr. Subhash C. Bhargava *

1

1

2

1

1

2

Mr. Venkatesan

1

2

3

1

2

3

Narayanan

Ms. SujataChattopadhyay

--

1

1

1

1

Mr. Milind S. Desai @

--

1

1

--

1

1

* Ceased to be an Independent Director w.e.f. December 31, 2019
@ Appointed as an Additional Director w.e.f. February 12, 2019

DEMAND/CALL LOANS/CORPORATE GUARANTEE

The rate of interest shall be in consonance with prevailing market rate, rates released
by Fixed Income Money Market and Derivatives Association of India (FIMMDA) and the
rates of various Government securities and subject to such other terms and conditions
as may be mutually agreed upon at the time of execution of the loan / facility agreement.

The cut-off date for the repayment of the demand / call loan / margin funding shall
be within a period of One year. Reasons will be recorded in writing at the time
of sanctioning demand or call loan, if the cut-off date for demanding or calling
up such loan is stipulated beyond one year from the date of sanction.

The interest on such loans / margin funding shall be payable either on monthly/quarterly
rest. The payment due date for such interest is on the last day of the month/quarter.

Reasons will be recorded in writing, if interest reduction / moratorium is granted
for any specific period while sanctioning the loan / margin funding.

Committee for Investments / Loans and Risk Management of the Company is authorized
to grant loans, make investments and give guarantees within monetary limits as stipulated
under the Prudential norms of RBI.